Hillcrest Village
Soccer Club Constitution
Hillcrest
Village Soccer Club Inc.
Constitution
HILLCREST VILLAGE SOCCER CLUB
c/o The UPS Store, 5863 Leslie
St. Ste. 902, Toronto, ON M2H 1J8
Club Line: 416-760-2018
www.hillcrestvillagesoccer.com
Article 1:
NAME
The name of this Club shall
be the Hillcrest Village Soccer Club Inc., hereinafter referred to
as HVSC or the Club. The headquarters
of the Club shall be located within the official District Boundaries of the
North York Soccer Association, hereinafter referred to as NYSA or the
District Association.
The Club
operates a competitive division named the Hillcrest Hurricanes.
The Club’s
select (house league all-star) program is administered by the competitive
division.
The address for
the Club is: 5863 Leslie St. Ste.
902 Toronto, On
M2H 1J8.
The
jurisdiction of the Club shall be within the boundaries of Steeles Avenue
and Sheppard Avenue
in the north-south direction and Victoria
Park Avenue and Yonge Street
in the east-west direction.
Article 2: OBJECTIVES
The Club shall have the
following objectives:
1. Perform those functions required of an
active member under the OSA and
NYSA constitutions and to support the
initiatives of the OSA and NYSA
for the development and betterment of
the game of soccer.
2. To provide play for youth ages 4 to 18 on
a co-educational basis.
3. To promote and develop the game of soccer
within its boundaries.
4. To promote development, fair and equal
play for recreational soccer.
5. To promote and develop the game of
competitive soccer.
6. To administer player registration.
7. To administer discipline and appeals
according to the standards of the OSA.
8. To appoint or delegate referees for all
house league games.
9. To promote the development of coaches and
officials through certification.
10. To help
individuals develop their character as resourceful and responsible
Members of their community by
providing opportunities, through the game
of soccer,
for their mental, physical, social and leadership development.
Article 3:
AFFILIATIONS
The Club shall be a Member
of the North York Soccer Association and shall follow the published rules of
the District Association and The Ontario Soccer Association, hereinafter
referred to as The OSA. The Club is
subject to the published rules in declining order of authority of the following
governing organizations to which it is affiliated:
- The OSA
- The District Association
- The Club
Article 4: MEMBERSHIP
There shall be three
classes of Member, namely, Regular Member, Honourary
Member and Life Member. Membership is
open to all residents of the City of Toronto. Non residents may apply for membership, for
the current year only, if there is space available. Residents of the City of Toronto may not be denied membership in favour of non residents.
Regular Member
A Regular Member is a registered
player, a registered parent or guardian, a registered Club Coach or a
registered Club Administrator.
Although an individual may qualify for,
and be registered under, more than one of the above categories, each
individual holds only one Membership in the Club, and each registered family
is entitled to one vote at Members' meetings.
A player shall become a
Regular Member when approved by the Club's Registrar.
A parent or guardian becomes a Regular
Member when approved by the Club’s Registrar.
Upon application, a coach
shall become a Regular Member upon acceptance by the Directors of the Club. A
coach is an individual who is registered with The OSA to teach, instruct,
train and guide players to play the game of soccer.
An administrator shall become
a Regular Member upon election or appointment by the Directors of the Club.
An administrator is an individual who is registered with The OSA to be
responsible for one or more of the functions required to operate a Club. For
purposes of this definition, a Team Manager and a Director shall be
classified as an administrator.
Honourary Member
The Board of Directors may
designate an individual as an Honourary
Member for a specific period of time. An Honourary Member is afforded
all rights of Membership, including the right to attend and speak at Members'
meetings, but is not entitled to vote.
Life Member
The Board of Directors may
designate an individual as a Life Member.
A Life Member is afforded all rights of Membership, including the
right to attend and speak at Members' meetings, but is not entitled to vote.
Fees
Membership fees for Regular
Members shall be set annually by the Board of Directors as deemed required.
Discipline of Member
A Member may be fined,
censured, suspended or expelled from Membership for cause and only after
charges have been laid in accordance with the Club's published rules and a
hearing held in accordance with the Club's and OSA's
published rules. An individual whose Membership has been suspended loses all
rights of Membership until the suspension has been terminated.
Player, team and team
official discipline for game infractions is governed in accordance with the
procedures published by The OSA.
Any Member
who infringes the Articles or rules of the Club or brings the Club into
disrepute, may be reprimanded, suspended or expelled from the Club after a
hearing by the Board of Directors of the Club at which hearing the Member is
entitled to attend.
Termination of
Membership
Membership in the Club
shall be deemed to have been terminated:
- if the Member submits a signed letter of
resignation to the Club;
- if the Member is expelled by the Club's Board
of Directors
- if the Member is no longer registered with the
Club
Article 5:
BOARD OF DIRECTORS
The Club shall be governed by
a Board of Directors which shall consist of at least five individuals, or
such number not to be less than three, as may be amended from time to time in
accordance with the Club's Constitution.
These individuals shall hold the positions of:
President
Vice- President
Secretary
Treasurer
Director-At-Large
A Director may hold more
than one position.
A Director shall be 18
years of age or older, shall not be an undischarged
bankrupt, has not been convicted of a criminal offence and shall be a Regular
Member of the Club.
A Director shall serve for
a term of two years or until his or her successor is elected or appointed.
After an initial Board of
Directors has been appointed, the positions of President, Director-At-Large
and Secretary, shall be elected in even numbered years while the positions of
Vice-President and Treasurer shall be elected in odd numbered years.
Director Vacancy
A Director has the right to
resign her or his position by submitting a signed letter of resignation to
the Club.
A vacancy on the Board of
Directors and their respective position(s) held, caused by death, or
resignation which has been accepted by the Board of Directors, shall be
filled by a majority vote of the Board of Directors. The successor Director
shall hold his or her incumbent's position(s) for the remainder of the term
being filled.
Removal of
Director
No Member of the Board of
Directors shall be removed for arbitrary reasons but may be removed if:
- the Director is unable to perform the duties
expected of the position due to, but not limited to, any of the
following reasons:
- if she/he becomes incapable of performing
the business of the Club
- if she/he is absent from two or more
meetings of the Board without satisfactory reason
- if she/he no longer resides in reasonable
proximity to the Club
- if she/he becomes, or is discovered to be,
an undischarged bankrupt; or
- the Director has compromised the integrity of
the Club due to, but not limited to, any of the following reasons:
- if she/he has been found guilty of an offence
under the Harassment Policy of The OSA
- if she/he has been found guilty of an
offence involving violence under the Discipline Policy of The OSA
- if she/he has failed to properly account for
monies or other property belonging to the Club
- if she/he has been found guilty of a criminal
offence regardless of whether or not the offence directly affected
the Club.
A Member of the Board of
Directors holding his or her respective position(s), as Director or other
position(s), may be removed from office by the Board
of Directors for good and sufficient cause by a 2/3's vote of the Board of
Directors present, provided notice to remove the Director has been given to
all Directors of the Club. If a
Director is removed by the Board of Directors, the Board of Directors may
appoint a successor to the position(s) for the remainder of the term(s) being
filled.
A Member of the Board of
Directors may also be removed from office for good and sufficient cause at a
meeting of the Members of the Club provided notice to remove the Director has
been given to persons entitled to attend the Members' meeting. If a Director
is removed at a Members' meeting, the Members entitled to vote may elect a
successor to fill all position(s) held by the removed Director for the
remainder of the term(s) being filled.
Conflict of
Interest and Standards of Conduct
The Directors shall be
subject to the Conflict of Interest
Policy 21.0 in the OSA's published rules.
Duties of
Board of Directors
The Board of Directors
shall conduct the business of the Club during the periods between general
meetings of the Club and in accordance with the authority granted to it in
the published rules of the Club.
The Board of Directors
shall be responsible for the appointment and renewal of appointments of all
positions within the Club except for those positions elected by the
Membership of the Club. This shall include the appointment of volunteer and
paid positions for coach and administrator positions within the Club's
operations. The selection process and the appointments shall be based on
procedures outlined in the Club's published rules.
The Board of Directors may
also revoke, for cause, any appointment providing that it has followed the
procedures for the revoking an appointment as outlined in the Club's
published rules.
Duties of
Directors
President
Except:
- as provided for in the Dispute Resolution
Policy of the OSA, and
- where the President delegates the
responsibility to another person,
the
President shall preside at all general meetings of the Club and of the Board
of Directors. The President shall be ex officio a member of all committees,
except any nominations committee; shall appoint all chairs of standing and
special committees subject to ratification by the Board; coordinate all
duties of the Board, committees, staff; shall oversee the competitive program
and shall be the spokesperson for the Club.
Vice-President
The Vice President shall
act in the absence of the President, oversee the operation of the house
league and shall have other powers as assigned by the Board of Directors.
Treasurer
The Treasurer shall ensure
that full and accurate records are kept of the accounts of the Club; shall
report to the Board of Directors at least once per quarter; and shall submit
an Annual Report to the Annual General Meeting.
Secretary
The Secretary shall
maintain a record of all minutes of the organization; maintain copies of all
committee reports; notify officers and committee Members of their election or
appointment; furnish committees with those documents required to perform
their duties; sign all certified copies of acts of the organization, unless
otherwise specified in the Club's published rules; maintain record books in
which bylaws, published rules and minutes are entered and have the current
record books available at each meeting; send to the Membership a notice of
each general meeting; send to the Board of Directors notices of each meeting;
conduct the general correspondence of the organization that is not the proper
function of another office or committee; prepare, prior to each meeting in
consultation with the presiding officer, an order of business; and, in the
absence of the President and Vice-President, preside until the immediate
election or appointment of a new presiding officer.
Director-At-Large
The Director-At-Large shall
serve on committees, oversee the acquisition of equipment and uniforms and
assist in the day to day administration of the Club.
Nominations
and Elections
Nominations for positions
on the Board of Directors may be made by any Member at the Annual General
Meeting or at a Special General Meeting called for that purpose. Candidates do not have to be present to be
nominated, but a written intention to run document would have to be submitted
to the Club prior to the election of the Board of Directors.
Nominations and elections
for positions open shall be held in the order of the positions listed in the
Constitution.
Election shall be by secret
ballot, but in the event only one candidate is nominated, no vote is required
and the nominated candidate shall be declared elected by acclamation.
A majority of the votes
cast shall be required to elect Directors. In the event no candidate receives
a majority, the candidate with the least votes shall be dropped from the
ballot and another vote shall be held.
Article 6:
MEETINGS
General Meetings:
An official notice of each
meeting shall be given to all Members at least 14 days before the meeting is
to be held, at such place, and at such date as the Board of Directors may
determine. Such notification shall be by website notification and e-mail.
Twenty voting Members shall form a quorum at all general meetings
of the Club. Any question shall be
decided by a majority of the votes unless otherwise required by this
Constitution or other law.
Annual General Meeting:
The Club shall hold its
Annual General Meeting not later than November 30 of the current year. The agenda of the Annual General meeting
shall include:
- Roll Call
- Credentials Report
- Minutes of Previous Annual General Meeting
- President's Address
- Officers' Reports
- Treasurer's Report
- Auditor's Report
- Appointment of Auditors
- Other Reports
- Unfinished Business
- Amendments to the By-Laws
- Roll Call
- Election of Officers and Directors
- Any Other Business
- Adjournment
Special General Meeting:
A Special General Meeting
of the Club:
a) may be called by the Board
of Directors, or
b) shall be called by the
Board of Directors upon receipt of a written request submitted to the Club by
registered mail, certified mail, trace mail, courier service, hand delivery,
fax or e-mail, signed by not less than 20 Members setting out the items of
business to be conducted at the Special General Meeting. The Special General
Meeting shall be held within 30 days of receipt of the written request from
the Members.
Only the business set out
in the notice of the S.G.M. shall be considered.
Voting at
General Meeting:
Every regular Member aged
18 years and over shall have the right to attend and speak at Members' meetings of the Club.
Every regular Member under
the age of 18 years shall have the right to attend and speak at Members'
meetings of the Club.
Each registered
family has one vote but any vote must be cast by a Regular Member aged 18
years and over who represents said family.
Proxy Voting at General
Meeting:
No proxy voting
is permitted at any meeting.
Board of Directors
Meeting:
The Board of Directors
shall meet at least 4 times per year, upon 14 days notice given by the
President and Secretary, at such place and time as the Board of Directors may
determine.
A majority of the Members
of the Board of Directors shall form a quorum at all meetings of the Board.
Questions arising at any meeting shall be decided by a majority of votes
where each director is entitled to cast one vote.
Article 7:
COMMITTEES
The Membership at any
general meeting, or the Board of Directors at any meeting of the Board, may
establish a standing committee or special committee to carry out specific
business or programs of the Club.
Article 8:
PROCEDURES GOVERNING MEETINGS
All meetings of the Club
shall be conducted in accordance with the most recently published Robert's
Rules of Order Newly Revised except as may be otherwise stipulated in this
Constitution or other Rules and Regulations of the Club.
Article
9: CONSTITUTION AND AMENDMENTS
(a) Constitutional
amendments may be proposed by the Board of Directors, or
submitted by a
Member to the Club
in writing at least 21 days prior to a general meeting of
the Club; and must be approved by a majority vote of the Board of Directors,
and by a 2/3’s vote of the Membership at a meeting of the Club duly called
for that purpose.
(b) All Members entitled to
vote shall be notified with the Club’s notice of the said Members’ meeting
about constitutional amendments. Such notification shall be by website notice and e-mail
Article 10: RULES AND REGULATIONS
The Club shall have Rules
and Regulations which shall include, but is not limited to, the following:
a) discipline of a Member:
summary of charges regarding misconduct
b) discipline of a Member:
procedures for discipline hearing
c) duties of Board of
Directors: authority granted to Board regarding the business being conducted
d) duties of Board of
Directors: selection process and appointment process for the appointment and
renewal of appointments to the League's paid and volunteer positions
e) duties of Board of
Directors: process for revoking appointments
f) voting at General
Meeting: process for voting
The Board of Directors may
approve and publish Rules and Regulations which are not inconsistent with
this Constitution and are not inconsistent with the Rules and Regulations of
a higher level governing organization.
Amendments to the Rules and
Regulations may be made by a majority vote of the Board of Directors or the
Members at a General Meeting.
Article 11: INDEMNITY
Members of the Board of
Directors or other servants to the Club, their heirs, executors,
administrators and estate and effects respectively shall be indemnified and
saved harmless at all times by the Club against all costs, losses and
expenses incurred by them respectively in or about the discharge of their
respective duties, except such as happens from their own respective willful
neglect or default.
Article 12:
FINANCE
The financial statements of
the Club shall be
a) presented annually
subject to the minimum requirements as defined in d);
b) based on a defined
fiscal year end as defined in f);
c) presented to the members
at the Annual General Meeting;
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 d)
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- audited, as defined by the Canadian Institute of Chartered
Accountants (CICA), by a public accountant if the Club’s annual gross
revenue is greater than or equal to $150,000 or the Club has greater
than or equal to 1000 registered players
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- reviewed by Public Accountant, Certified General Accountant or
a Certified Management Accountant through a Financial Review
Engagement, as defined by CICA, if the Club’s annual gross revenue is
less than $150,000 but greater than or equal to $100,000, or the Club
has less than 1000 but greater than or equal to 500 registered players
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- signed with a Notice to Reader prepared by a Public
Accountant, Certified General Accountant or a Certified Management
Accountant less than $100,000 but greater than or equal to $10,000.00
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- completed by the Treasurer or designate, if the Club’s annual
gross revenue is less than $10,000
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e) if an auditor is required:
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a)
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at each Annual General Meeting, the Members
will appoint an auditor to audit the books, accounts and records of the
Club who will report to the Members at the next Annual General Meeting. The
auditor will hold office until the next Annual Meeting. If an auditor is
not appointed, the auditor in office will continue in office until a
successor is appointed;
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b)
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the members may, by special resolution passed by at least
two-thirds of the votes cast at a general meeting of which proper notice
has been provided, remove any auditor before the expiration of the
auditor’s term of office;
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c)
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the auditor will not be a director, officer or employee
of the Club or any affiliated Club or who is a partner, employer or
employee of any such director, officer or employee;
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d)
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the auditor will report to the members at the annual
general meeting the auditor’s financial statement which presents fairly the
financial position of the Club and the results of its operations for the
period under review in accordance with generally accepted account
principles; and
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e)
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the auditor’s report will be open for
inspection by any member of the Club.
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f) the fiscal year of the Club shall
end on September 30th of each year, unless otherwise ordered by the Board of
Directors.
Article 13: DISPUTE RESOLUTION
The Club shall adhere to
the Dispute Resolution process as published and approved by The OSA from time
to time.
Any Member of the Club may
initiate the Dispute Resolution process by communicating in writing to The
OSA, with a copy to the Club and District Association, the nature and facts
of the dispute. The OSA, at its discretion, may proceed with the Dispute
Resolution process by assigning one or more neutral persons to the dispute. The Dispute Resolution process shall not
to be used for game discipline which follows the normal discipline and
appeals process. The Club shall make available to any Member the Dispute
Resolution process when requested.
Article 14: HARASSMENT
The Club shall adhere to
the Harassment Policy as published and approved by The OSA from time to time.
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The
Harassment Policy shall apply to all employees, directors, officers, volunteers,
coaches, game officials, administrators, players, Members and registrants
of the Club.
Harassment is defined as
any comment, conduct, or gesture directed toward an individual or group of individuals
which is insulting, intimidating, humiliating, malicious, degrading or
offensive. It includes, but is not limited to, sexual harassment.
The Club shall make
available to any Member the Harassment Policy when requested.
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Article 15: APPEALS
a) Any Member or registrant
of the Club directly affected by a decision of the Club may appeal such
decision. The denial or termination of
Membership in the Club may be appealed by a non-Member.
b) A decision of the Club
may be appealed to the District Association with which the Club is
affiliated.
The appeal shall be conducted in accordance with The OSA's and District Association's published rules.
c) An
individual shall not appeal a decision made by the Board of Directors
regarding the
appointment, non-appointment, re-appointment or
revocation of an appointment of an individual to any coach or administrator
position within the Club's operations, except where the selection,
appointment and revocation process outlined in the Club's published rules has
not been followed.
d) An individual shall not
appeal a decision made by the Club regarding a player's team assignment.
Article 16:
DISSOLUTION
In the event of dissolution
of the Club, and after payment of all debts and liabilities, its remaining property
shall be distributed or disposed of by the Board of Directors to one or more
not-for-profit soccer related organizations, or any not-for-profit athletic
community organizations, which operate solely in Ontario.
Article 17:
DEFINITIONS/TERMINOLOGY
Terminology used in this
Constitution shall have the same meaning as used by The OSA in its letters
patent, Constitution, By-Laws and published rules.
Article
18: RATIFICATION
This
constitution has been accepted and passed at the 2007 AGM.
DATED the twenty-seventh day of February, 2007
President Randy Armstrong
Vice-President Kevin Bossi
Treasurer Lisa Conlan
Secretary Karen Bemister
Director-At-Large Keshia Brannen
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